Common use of Potential Limitations Clause in Contracts

Potential Limitations. Both the Corporation and Indemnitee acknowledge that in certain instances, Delaware state law and federal banking laws and regulations, federal law or public policy may override applicable state law and prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. For example, the Corporation and Indemnitee acknowledge that the federal regulators have taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with federal regulators to submit questions of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee. Furthermore, Indemnitee and Corporation acknowledge that the extent of (i) indemnification permissible under Section 145 of the Delaware General Corporation Law has not been judicially determined; therefore, the enforceability of Indemnitee’s rights under Section 1(l) is uncertain; and (ii) advancement of expenses and indemnification of Indemnitee in the event of a proceeding or action described in Section 7(a) below, is also uncertain and may not be permissible or may be subject to applicable regulatory restrictions.

Potential Limitations. Both the Corporation Bank and Indemnitee acknowledge that in certain instances, Delaware California state law and federal banking laws and regulations, federal law or public policy may override applicable state law and prohibit the Corporation Bank from indemnifying its directors and officers under this Agreement or otherwise. For example, the Corporation Bank and Indemnitee acknowledge that the federal regulators have taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Corporation Bank has undertaken or may be required in the future to undertake with federal regulators to submit questions of indemnification to a court in certain circumstances for a determination of the CorporationBank’s right under public policy to indemnify Indemnitee. Furthermore, Indemnitee and Corporation Bank acknowledge that the extent of (i) indemnification permissible under Section 145 204(a)(11) of the Delaware California General Corporation Law has not been judicially determined; therefore, the enforceability of Indemnitee’s rights under Section 1(l) is uncertain; and (ii) advancement of expenses and indemnification of Indemnitee in the event of a proceeding or action described in Section 7(a) below, is also uncertain and may not be permissible or may be subject to applicable regulatory restrictions.

Potential Limitations. Both the Corporation and Indemnitee acknowledge that in certain instances, Delaware state law and federal banking laws and regulations, federal law or public policy may override applicable state law and prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. For example, the Corporation and Indemnitee acknowledge that the federal regulators have taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with federal regulators to submit questions of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee. Furthermore, Indemnitee and Corporation acknowledge that the extent of (i) indemnification permissible under Section 145 of the Delaware General Corporation Law has not been judicially determined; therefore, the enforceability of Indemnitee’s rights under Section 1(l2(i) is uncertain; and (ii) advancement of expenses and indemnification of Indemnitee in the event of a proceeding or action described in Section 7(a) below, is also uncertain and may not be permissible or may be subject to applicable regulatory restrictions.

Potential Limitations. Both the Corporation and Indemnitee acknowledge that in certain instances, Delaware state law and federal banking laws and regulationslaw, federal law or public policy may override applicable state law and prohibit the Corporation from indemnifying its directors and officers under this Agreement or otherwise. For example, the Corporation and Indemnitee acknowledge that the federal regulators have taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake with federal regulators to submit questions of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee. Furthermore, Indemnitee and Corporation acknowledge that the extent of (i) indemnification permissible under Section 145 of the Delaware General Corporation Law has not been judicially determined; therefore, the enforceability of Indemnitee’s rights under Section 1(l2(i) is uncertain; and (ii) . However, the Corporation shall not be able to avoid payment of indemnification or payment or advancement of expenses and indemnification in reliance upon this section 6 except pursuant to the express authority of a court ruling upon the right by the Indemnitee in the event a specific case to indemnification or payment or advancement of a proceeding or action described in Section 7(a) below, is also uncertain and may not be permissible or may be subject to applicable regulatory restrictionsexpenses hereunder.